for the manufacturing of
date of signing: april ____, 1992
place of signing: beijing, china
contract no.: ______
in accordance with bid no. _____under the i. b. r. d. loan no. ____, international tendering company of china national technical import and export corporation beijing prc (here-inater referred to as the "licensee") on the one hand, and ______ company, germany (hereinafter to as the "licensor") on the other hand
whereas the licensor has the technical know-how for design, manufacture, assembly, installation, test, inspection, adjustment, operation, maintenance, management and sale of railway ____as required by licensee;
whereas the licensor has the right and agrees to transfer the above-mentioned technical know-how to the licensee for the manufacture of railway ____ product;
whereas the licensee agrees to introduce the licensors technical know-how for design, manufacture, maintenance, sale and ex-port of the railway ____ product;
whereas the licensor agrees to supply to the licensee and the licensee agrees to obtain from the licensor a certain amount of parts and components for the assembling and manufacturing of the railway _____ product under other contract.
the authorized representatives of both parties, through friendly negotiations, have agreed to enter into the contract under the terms and conditions as stipulated below ;
article 1:definitions
1.1 "the licensee" means international tendering company of china national technical import and
export corporation, beijing, p. r. c.
1.2 "the licensor" means ___ company, germany.
1.3 "the contract" means the agreement entered between the licensee and the licensor, as recorded in the contract signed by both parties including all annexes, attachments and ap-pendices thereto and all documents incorporated by reference therein.
1.4 "the contract price" means the price payable to the licensor by the licensee under the contract for the full and proper performance of its contractual obligations.
1.5 "the contract products" means all the products with the models and specifications and performances which are manu-factured by the contract factory as defined below, in accor-dance with the technology transferred by the licensor to the licensee as stipulated in annex 2 to the contract.
1.6 "the contract factory" means the place where the licensee manufactures the contract products by using the technology supplied by the licensor, that is ____ factory.
1.7 "the technical documentation and software" means all the documents to be supplied to the licensee by the licensor as stipulated in annex ___ of the contract ,it consists of the followings:
a.all the technical indices, drawings, design, technical doc-uments and software relating to the design, manufacture , calculation, assembly, installation, test, management, in-spection , adjustment, operation, maintenance, acceptance test and sale of the contract products;
b.all the technical
indices, drawings, design, technical docu-ments and software relating to the inspection, installatiom. commissioning, testing, acceptance, operation and mainte-nance of the contract equipmet;
c.all the technical indices, drawings, technical documents and software relating to the inspection, testing, adjustment, assembly and maintenance of the skd/ckd patrs.
1.8"the technical service" means the technical assistance, su-pervision, instruction, training and other services under the contract to be rendered by the licensor to the licensee as stipulated in annex ____ and annex ____ to the con-tract.
1.9"sinot rans means china national foreign trade trans-portation corporation, which is the pointed agent of the li-censee for receipt of the technical dcumentation and soft-ware, the contract equipment and the parts at the ports of destination:
a. xingang seaport:
sinotrans, tanggu branch
44 xingang road, tanggu, tianjin, 300450,china telex:
23187 tgftt cn, fax: 022 984757
b. beijing airport:
sinotrans, beijing air freight co.
anjialou liangmaqiao road, beijing, 100621, china
telex: 210205 airft cn
1.10"prc" means the peoples republic of china.
1.11"prc" means federal republic of germany
1.12 "the world bank" means the international bank for recon-struction and development (i. b. r. d.) and international devel-opment association.
article2 object of the contract
2.1 the licensor has agreed to transfer to the licensee and the licensee has agreed to ob
tain from the licensor the technical know-how for the design, manufacture, assembly, installa-tion, test, inspection, adjustment, operation and maintenance and management of the contract products. the name, model, specifications and technical inaices of the contract products are detailed in annex ____ to the contract.
2.2 the licensor has agreed to grant th licensee the license and right to design, manufacture, use, sell in the prc the con-tract products and export the contract products. the license and right are nonexclusive and non - transferable.
2.3 the licensor has agreed to provide the licensee with the technical documentation and software related to the con-tract products. the contents, copies and time of delivery of the technical documentation and software are detailed in annex ____ and annex ___ to the contract.
2.4 the licensor has agreed to dispatch his technical personnel to the contract factory, for technical services. the specidic contenrs and requirements fo the technical services are de-tailed in annex ____ to the contract.
2.5 the licensor has agreed to give the licensees personnel technical training in licensors factories and at the contract factory, to ensure that the licensees technical personnel; shall master the above technical know-how transferred to the licensee. the specific contents and requirements of technical training are detailed in annex _____ to the con-tract.
2.6 the licensor has agreed, upon the request of the licensee for a period of 10(ten
) years after the date of validity of the con-tract, to supply the licensee at the most favorable price with the parts, components, raw materials and accessories which are necessary for manufacturing the contract products under a separate contract to be signed in due time.
2.7 the licensor has agreed , upon the request of the licensee for a period of 10 (ten) years after the date of validity of the contract, to supply the licensee at the most favorable price with equipment and softwate which are made or developed by the licensor and are necessary for manufacturing the contract products, and to assist the licensee in obtaining the equipment and software which are made or developed by the third party and are necessary for manufacturing the contract prodcts.
2.8 the licensor has agreed to grant the licensee the license and right to use, on the contract products manufactured by the conrtact factory, the word" made in china under license of "followed by name of the licensor,at the option of the li-censee, provided the contract products can meet the techni-cal and quality requirement as specified in annex ______ of the contract.
article 3 contract price
3.1 the total contract price, which is based on the contents and scope stipulated in article 2 to the contract and the licensors fulfilment of his opligations under the contract, shall be ____dem, (say: ______ beutsch markonly) details as follows:
3.1.1 price for technical know-how: _____ dem (say:______ deutsch mark only).th
e breakdown prices of the technical know-how are as follows:
a.
technology transfer fee is :
b.technical documentation and software fee (cip bei-jing port) is _____ dem (say: ______ deutsch mark only).
c.personnel training fee is _______ dem (say: ______ deutsch mark only).
d.technical service fee is _______ dem (say: ______ deutsch mark only).
3.2 the above - mentioned total contract price shall be firm and fixed price for the licensors obligation under the contract including all expenses incurred for delivery of the technical documentation and software cip beijing airport, china.
artlcle 4 terms of payment
4.1 all the payment stipulated in the contract shall be effected in deutsch mark (dem) through an irrevocable letter of credit partial shipment allowed under the i. b. r. d. loan no.___ for the price for the technical know-how, obtained from the world bank opened in favour of the licensor.
4.2 the liceensee shall within thirty (30) working days after ef-fectiveness of the contract,open an irrevocable letter of credit by the bank of china, beijing in favour of the licen-sor , in a bank in his country nominated by the licensor and accepted by the licensor, for an amount equivalent to the to -tal contract price, the letter of credit shall permit payments as stipulated in article 4. 3.
4.3 payment for the price for the technical know-how
4.3.1 10% (ten percent) of the total price for the technical know - how under article 3, namely----------dem (say: ------------deutsch mark only) sh